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Subscription Services Agreement v.10.18.18 <br />11 <br />Rights. Unless otherwise explicitly stated herein, this Agreement does not restrict a Party concerning its <br />own Proprietary Rights and is not a grant (either directly or by implication, estoppel, or otherwise) of a <br />Party’s Proprietary Rights to the other Party. <br /> <br />15.3 Remedies. Because Licensed Products contain valuable trade secrets and proprietary <br />information of Motorola, its vendors and licensors, Customer acknowledges and agrees that any actual or <br />threatened breach of this Section will constitute immediate, irreparable harm to Motorola for which <br />monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy <br />for such breach. Notwithstanding anything in this Agreement to the contrary, Motorola reserves the right <br />to obtain injunctive relief and any other appropriate remedies from any court of competent jurisdiction in <br />connection with any actual, alleged, or suspected breach of Section 3, infringement, misappropriation or <br />violation of Motorola’s Property Rights, or the unauthorized use of Motorola’s Confidential Information. <br />Any such action or proceeding may be brought in any court of competent jurisdiction. Except as otherwise <br />expressly provided in this Agreement, the parties' rights and remedies under this Agreement are <br />cumulative. <br /> <br />16. GENERAL <br /> <br />16.1 Future Regulatory Requirements. The Parties acknowledge and agree that this is an evolving <br />technological area and therefore, laws and regulations regarding Subscription Services and use of the <br />Solution may change. Changes to existing Subscription Services or Solution required to achieve <br />regulatory compliance may be available for an additional fee. Any required changes may also impact the <br />Fees for services. <br /> <br />16.2 Compliance with Applicable Laws. Each Party will comply with all applicable federal, state, <br />and local laws, regulations and rules concerning the performance of this Agreement. Further, Customer <br />will comply with all applicable export and import control laws and regulations in its use of the Licensed <br />Products and Subscription Services. In particular, Customer will not export or re-export the Licensed <br />Products without Motorola’s' prior written consent, and, if such consent is granted, without Customer first <br />obtaining all required United States and foreign government licenses. Customer further agrees to comply <br />with all applicable laws and regulations in providing the Customer Data to Motorola, and Customer <br />warrants and represents to Motorola that Customer has all rights necessary to provide such Customer <br />Data to Motorola for the uses as contemplated hereunder. Customer shall obtain at its expense all <br />necessary licenses, permits and regulatory approvals required by any and all governmental authorities as <br />may from time to time be required in connection with its activities related to this Agreement. To the extent <br />permitted by applicable law, Customer will defend, indemnify, and hold harmless Motorola from and <br />against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or <br />employees. <br /> <br />By executing this Agreement, Motorola certifies that it has not been identified, and has not utilized the <br />services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G.S. 147-86.58. By executing this Agreement Motorola certifies that it has not been identified, and has <br />not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer <br />pursuant to G.S. 147-86.81. By executing this Agreement Motorola affirms it is and shall remain in <br />compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic <br />services to be provided, should any documents be referenced in or attached to this Agreement, the terms <br />herein shall have priority in any conflict between the terms of referenced documents and the terms of this <br />Agreement. <br /> <br />16.3 Audit. Motorola reserves the right to monitor and audit use of the Subscription Services. <br />Customer will cooperate and will require Users to cooperate with such monitoring or audit. <br /> <br />16.4 Assignability. Except as provided herein, neither Party may assign this Agreement or any of its <br />37